<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Quarter Ended: December 31, 1996
[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the Transition Period from _____________ to ____________
Commission File Number: 0-8146
MOUNTAIN STATES RESOURCES CORPORATION
(Name of Small Business Issuer in its charter)
Utah 87-0280886
(State or other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
1935 East Vine Street, Salt Lake City, Utah 84121
(Address of principal executive offices and Zip Code)
(801) 278-9944
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. (1) Yes [X] No [ ] (2) Yes [X]
No [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Common Stock, Par Value $0.10 954,733
- -----------------------------
- ----------- Title of Class Number of
Shares Outstanding as of
February 20, 1997
PAGE
<PAGE> 2
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
MOUNTAIN STATES RESOURCES CORPORATION
FINANCIAL STATEMENTS
(UNAUDITED)
The financial statements included herein have been prepared by the
Company, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made. These
financial statements should be read in conjunction with the accompanying
notes, and with the historical financial information of the Company.
PAGE
<PAGE> 3
MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
Balance Sheets
<TABLE>
<CAPTION>
ASSETS
December 31,
1996 March 31,
(Unaudited) 1996
----------- -----------
<S> <C> <C>
CURRENT ASSETS:
Cash $ - $ 11
----------- -----------
Total current assets - 11
----------- -----------
TOTAL ASSETS $ - $ 11
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
December 31,
1996 March 31,
(Unaudited) 1996
----------- -----------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable - trade $ - 34,850
Related party payable (Note 5) - 11,461
Accrued expenses - 368,850
Interest payable (Note 3) 32,291 178,595
Current portion long-term liabilities 42,893 298,919
----------- ---------
Total Current Liabilities 75,184 892,675
----------- ---------
LONG-TERM LIABILITIES (Note 2) - -
----------- ---------
Total Liabilities 75,184 892,675
----------- ---------
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred stock; authorized 10,000,000
shares at $2 par value; -0- and
39,473 shares issued and outstanding,
respectively - 78,946
Common stock; authorized 50,000,000
common shares at $0.10 par value;
959,009 and 422,409 shares issued and
outstanding, respectively 95,901 42,241
Additional paid-in capital 5,600,652 4,801,107
Accumulated deficit (5,753,737) (5,813,958)
Cost of 10,000 shares of common stock
held by the Company (1,000) (1,000)
Less subscription receivable (Note 7) (17,000) -
----------- ----------
Total Stockholders' Equity (Deficit) (75,184) (892,664)
----------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $ - $ 11
=========== ==========
</TABLE>
<PAGE> 4
MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
Statements of Operations
(Unaudited)
<TABLE>
<CAPTION>
From Inception
For the Three For the
Nine on April 15,
Months Ended Months
Ended 1969 through
December 31, December
31, December 31,
------------------ --------------------
- --------------------
1996 1995 1996
1995 1996
---------- ---------- ----------
- ---------- ----------
<S> <C> <C> <C>
<C> <C>
REVENUE $ - $ - $ - $
- - $ -
--------- --------- ---------
- --------- ---------
OPERATING EXPENSES - - -
- - -
--------- --------- ---------
- --------- ---------
OPERATING LOSS - - -
- - -
--------- --------- ---------
- --------- ---------
OTHER INCOME
AND (EXPENSES)
Loss on discontinued
operations - (30,592) 60,221
(98,291) (5,753,737)
--------- --------- ---------
- --------- ----------
NET INCOME (LOSS) $ - $ (30,592) $ 60,221 $
(98,291) (5,753,737)
========= ========= =========
========= ==========
GAIN (LOSS)
PER SHARE $ 0.00 $ (0.00) $ 0.06 $ (0.23)
========= ========= =========
=========
WEIGHTED AVERAGE
NUMBER OF SHARES
OUTSTANDING 954,733 422,409 954,733 422,409
========== ========== ========== ==========
</TABLE>
PAGE
<PAGE> 5
MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Capital
Preferred Stock Common Stock In Excess
of Accumulated Treasury
Shares Amount Shares Amount Par
Value Deficit Stock
------ ------ ------ ------
- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
<C> <C>
Balance,
April 15, 1969 - $ - - $ - $
- - $ - $ -
Issuance/Cancellation
of outstanding stock - - 390,012 39,001
4,524,777 - (1,000)
Preferred stock issued
for cash at $2.00 per
share 39,473 78,946 - -
- - - -
Net (loss) from
inception on April 15,
1964 through
March 31, 1992 - - - -
- - (5,020,488) -
------- ------- ---------- ---------
- ----------- ---------- --------
Balance,
March 31, 1992 39,473 78,946 390,012 39,001
4,524,777 (5,020,488) (1,000)
Common stock issued
for services rendered
at approximately $0.01
per share - - 5,000 500
5,103 - -
Net loss for the
year ended
March 31, 1993 - - - -
- - (83,285) -
------- ------- ---------- ---------
- ----------- ---------- --------
Balance,
March 31, 1993 39,473 78,946 395,012 39,501
4,529,880 (5,103,773) (1,000)
Common stock issued
for debt at $0.10 per
share - - 22,141 2,214
219,197 - -
Net loss for the
year ended
March 31, 1994 - - - -
- - (603,210) -
------- ------- ---------- ---------
- ----------- ---------- --------
Balance,
March 31, 1994 39,473 78,946 417,153 41,715
4,749,077 (5,706,983) (1,000)
------- ------- ---------- ---------
- ----------- ---------- --------
Common stock
issued for debt at
$0.10 per share - - 5,256 526
52,030 - -
Net loss for the
year ended
March 31, 1995 - - - -
- - (113,611) -
------- ------- ---------- ---------
- ----------- ---------- --------
Balance,
March 31, 1995 39,473 78,946 422,409 42,241
4,801,107 (5,820,594) (1,000)
/TABLE><PAGE
<PAGE> 6
MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit) (Continued)
<TABLE>
<CAPTION>
Capital
Preferred Stock Common Stock In Excess
of Accumulated Treasury
Shares Amount Shares Amount Par
Value Deficit Stock
------ ------ ------ ------
- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C>
<C> <C>
Net income for the
year ended
March 31, 1996 - - - -
- - 6,636 -
------- ------- ---------- ---------
- ----------- ---------- --------
Balance,
March 31, 1996 39,473 78,946 422,409 42,241
4,801,107 (5,813,958) (1,000)
Common stock issued
in exchange for
preferred shares at
approximately $3.95
per share (39,473) (78,943) 20,000 2,000
76,946 - -
Common stock issued
for debt of
approximately $17.58
per share - - 516,000 51,660
722,599 - -
Net income for the
nine months ended
December 31, 1996 - - - -
- - 60,221 -
------- ------- ---------- ---------
- ----------- ---------- --------
Balance,
December 31, 1996 - $ - 959,009 $ 95,901 $
5,600,652 $(5,753,737) $ (1,000)
======= ======= =========== ==========
============ =========== ========
</TABLE>
PAGE
<PAGE> 7
MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From Inception
For the Three For the
Nine On April 15,
Months Ended Months
Ended 1969 Through
December 31, December
31, December 31,
------------------ --------------------
- --------------------
1996 1995 1996
1995 1996
---------- ---------- ----------
- ---------- ---------
<S> <C> <C> <C>
<C> <C>
CASH FLOWS FROM (USED IN)
OPERATING ACTIVITIES
Net income (loss) $ - $ (30,592) $ 60,221 $
(98,291) $ (5,753,737)
Adjustment to reconcile
net income to net cash
provided (used) by
operating activities:
Depreciation - - -
- - 515
Expiration of convertible
debentures - - -
- - (111,700)
Stock issued in settlement
of debt - - 597,178
- - 597,178
Increase (decrease) in
accounts payable - - (34,850)
- - -
Increase (decrease) in
related party payables - 582 (11,461)
7,486 -
Increase (decrease) in
interest payable - 13,986 (146,303)
47,958 32,294
Increase (decrease) in
accrued expenses - 16,250 (368,850)
48,750 -
---------- ---------- ----------
- ---------- ---------
Net cash provided
(used) by operating
activities - 226 95,935
(97) (5,235,450)
---------- ---------- ----------
- ---------- ---------
CASH FLOWS FROM (USED IN)
INVESTING ACTIVITIES
Purchase of lease and
equipment - - -
- - (212,573)
Disposal of leases and
equipment - - -
- - 212,058
---------- ---------- ----------
- ---------- ---------
Net cash provided
(used) by investing
activities - - -
- - (515)
---------- ---------- ----------
- ---------- ---------
CASH FLOWS FROM
FINANCING ACTIVITIES
Stock subscription - - (17,000)
- - (17,000)
Common stock for cash - - -
- - 4,842,346
New borrowings - - -
- - 410,619
Preferred stock for cash - - (78,946)
- - -
---------- ---------- ----------
- ----------- ---------
Net cash provided
(Used) by financing
activities - 226 (95,946)
- - 5,235,965
---------- ---------- ----------
- ----------- ---------
NET INCREASE (DECREASE)
IN CASH - 226 (11)
(97) -
CASH AT BEGINNING OF
PERIOD - (301) 11
22 -
---------- ---------- ----------
- ----------- ---------
CASH AT END OF PERIOD $ - $ (75) $ - $
(75) $ -
========== ========== ==========
========= =========
Cash paid during the
period for:
Interest $ - $ - $ - $
- - $ -
Income taxes $ - $ - $ - $
- - $ -
</TABLE>
<PAGE> 8
MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1996 and March 31, 1996
(Unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Mountain States Resources
Corporation (the "Company"). The Company was incorporated in the state of
Utah on April 15, 1969. The Company was incorporated for the purpose of
mining and mineral extraction and oil and gas exploration, development and
production activities, believed to hold a potential for profit. The Company
discontinued its operations in 1993 and is considered a development stage
company per Statement of Financial Accounting Standards #7.
b. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has selected a March 31 year end.
c. Loss Per Common Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial
statements.
d. Provision for Taxes
No provision for taxes has been made due to operating losses at December 31,
1996 and March 31, 1996. As of December 31, 1996, the Company has
approximately $5,750,000 of net operating loss carryover. This net operating
loss will start expiring in 1997 and will continue until 2011.
e. Cash Equivalents
The Company considers all highly liquid investments with a maturity of three
months or less when purchased to be cash equivalents.
f. Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.PAGE
<PAGE> 9
MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1996 and March 31, 1996
(Unaudited)
NOTE 2 - LONG-TERM LIABILITIES
Long-term liabilities consisted of the following (long-term liabilities are
stated at the original note amount, the accrued interest is summarized in Note
3:
December 31, March 31,
1996 1996
--------- ---------
Note payable to Margaret Bullick, unsecured, dated
October 26, 1989 at 15% for 120 days after which
interest is 17% (see Note 7) $ - $ 1,700
Note payable to Margaret Bullick, unsecured, dated
September 1, 1989 at 8% for 120 days after which
interest is 10% (see Note 7) - 36,251
Note payable to Kruse, Landa and Maycock, unsecured,
dated September 1, 1989 at 8% for 120 days after
which interest is 10% - 47,171
Note payable to Ray Albrechtsen, unsecured, dated
September 1, 1989 at 8% for 120 days after which
interest is 10% (see Note 7) - 38,716
Note payable to Jackie Long, unsecured, dated
September 1, 1989 at 8% for 120 days after which
interest is 10% (see Note 7) - 5,000
Note payable to Robert Pruitt, Jr., unsecured, dated
September 1, 1989 at 8% for 120 days after which
interest is 10% - 17,188
Default judgement payable to Copely Real Estate
Advisors, dated November 4, 1991 at 12% interest 42,893 42,893
Notes payable to various parties, secured by a lien
on the Indian Queen Marble Project, dated September
29, 1993 at interest of 50% of the First Project
Proceeds as defined in these promissory notes, due
March 1995, to be converted to common shares (Note 7) - 110,000
-------- --------
42,893 298,919
Less current portion (42,893) (298,919)
-------- --------
Long-Term Liabilities $ - $ -
======== ========
<PAGE> 10
MOUNTAIN STATES RESOURCES CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1996 and March 31, 1996
(Unaudited)
NOTE 3 - INTEREST PAYABLE
Interest payable is based on the balance of the note payable at the end of
each year. The respective interest payable on each note payable found in Note
2 is summarized below.
December 31, March 31,
1996 1996
------------ ---------
Note payable to Margaret Bullick of $1,700, at
17% interest $ - $ 2,953
Note payable to Margaret Bullick of $36,251, at 10%
interest - 31,360
Note payable to Kruse, Landa and Maycock of $47,171,
at 10% interest - 63,979
Note payable to Ray Albrechtsen of $38,716, at 10%
interest - 33,167
Note payable to Jackie Long of $5,000, at 10% interest - 4,318
Note payable to Robert Pruitt, Jr. of $17,188,
at 10% interest - 14,843
Default judgement payable to Copely Real Estate
Advisors of $42,893, at 12% interest 32,291 27,975
--------- --------
Total Interest Payable $ 32,291 $178,595
========= ========
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues sufficient
to cover its operating costs and to allow it to continue as a going concern.
It is the intent of the Company to seek a merger with an existing, operating
company.
NOTE 5 - RELATED PARTY TRANSACTIONS
The former president and other officers of the Company have paid certain
expenses of the Company, incurred during its dormant state. On September 1,
1989 and October 26, 1989 these expenses were converted to notes payable (see
Note 2). The amounts due to these related parties were subsequently settled
with these parties (See Note 7).
NOTE 6 - DISCONTINUED OPERATIONS
During 1993 the Company discontinued its operations and was reclassified as a
development stage company. All revenues generated by the Company have been
netted against the expenses and are grouped into the discontinued operations
line on the statement of operations. The liabilities and assets of the
Company have been adjusted to their net realizable values
<PAGE> 11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
- -------
OVERVIEW
Since discontinuing operations in 1993, the Company has had no operations.
The Company was organized for the purpose of mining and mineral extraction and
oil and gas exploration, development and production activities, however, the
Company does not have significant cash or other material assets, nor does it
have an established source of revenues sufficient to cover operating costs and
to allow it to continue as a going concern. The Company intends to take
advantage of any reasonable business proposal presented which management
believes will provide the Company and its stockholders with a viable business
opportunity. The board of directors will make the final approval in
determining whether to complete any acquisition, and unless
required by applicable law, the articles of incorporation or bylaws or by
contract, stockholders' approval will not be sought.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and
will require the Company to incur costs for payment of accountants, attorneys,
and others. If a decision is made not to participate in or complete the
acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable. Further, even if an agreement
is reach for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable. If and when the Company locates a business opportunity,
management of the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital in
determining the terms and conditions under which the Company would consummate
such an acquisition. Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the
Company's shareholders due to the issuance of stock to acquire such an
opportunity.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 1996, the Company had no assets and current
liabilities of $75,184, for a working capital deficit of $75,184. For the nine
months ended December 31, 1996, the Company's experienced a gain of $60,221
from discontinued operations due to settlement of outstanding obligations for
below booked cost. From inception (April 15, 1969) through December 31, 1996,
the Company has an accumulated loss of $5,753,737. Since discontinuing
operations the Company has not generated revenue and it is unlikely that any
revenue will be generated until the Company locates a business opportunity
with which to acquire or merge. Management of the Company will be
investigating various business opportunities. These efforts may cost the
Company not only out of pocket expenses for its management but also expenses
associated with legal and accounting cost.
<PAGE> 12
The Company has had no employees since discontinuing operations and does
not intend to employ anyone in the future, unless its present business
operations were to change. The president of the Company is providing the
Company with a location for its offices on a "rent free basis." The Company
is not paying salaries or other form of compensation to any officers or
directors of the Company for their time and effort. Unless otherwise agreed to
by the Company, the Company does intend to reimburse its officers and
directors for out of pocket cost.
RESULTS OF OPERATIONS
The Company did not have any operations during the quarter ended December
31, 1996, and has not had any operations since discontinuing operations in
1993. Since that time, the Company's only operations to date have involved the
negotiation of settlements of the Company's outstanding liabilities.
During the nine month period ended December 31, 1996, the Company settled
on much of its outstanding debt. The Company issued an additional 51,660,000
shares of its common stock as settlement of these debts. In August 1996 the
outstanding preferred stock of the Company, 39,473 shares, was canceled in
conjunction with a Settlement and Release. The preferred shares and a release
of debt were transferred to the Company in exchange for 2,000,000 common
shares of the Company.
In addition to the above mentioned items, the Company entered into an
agreement for future legal and accounting costs, as well as the settlement and
release of debt to a shareholder. Under this agreement, the Company issued
480,000 shares of $0.10 per share for amounts valued at $48,000.
On September 20, 1996, the Board of Directors approved a 100-for-1
reverse stock split. The reverse stock split has been reflected in these
financial statements on a retroactive basis.
Management anticipates that the Company will incur more cost including
legal and accounting fees to locate and complete a merger or acquisition. At
the present time the Company does not have the assets to meet these financial
requirements.
If and when the Company locates a business opportunity, management of the
Company will give consideration to the dollar amount of that entity's
profitable operations and the adequacy of its working capital in determining
the terms and conditions under which the Company would consummate such an
acquisition. Potential business opportunities, no matter which form they may
take, will most likely result in substantial dilution for the Company's
shareholders as it has only limited capital and no operations.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES
None.
<PAGE> 13
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
---------
Exhibit 27, Financial Data Schedule
(b) Reports on Form 8-K.
--------------------
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MOUNTAIN STATES RESOURCES CORPORATION
[Registrant]
Dated: February 20, 1997 By/S/Kip Eardley, President and
Principal Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000068619
<NAME> MOUNTAIN STATES RESOURCES CORPORATION
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-START> APR-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 75,184
<BONDS> 0
0
0
<COMMON> 5,696,553
<OTHER-SE> (5,771,737)
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 60,221
<CHANGES> 0
<NET-INCOME> 60,221
<EPS-PRIMARY> 0.06
<EPS-DILUTED> 0.06
</TABLE>
